EX-10.5






Exhibit 10.5




Execution Version




ASPEN INSURANCE HOLDINGS LIMITED




NON-EMPLOYEE DIRECTOR




RESTRICTED SHARE UNIT AWARD AGREEMENT




     THIS AWARD AGREEMENT (the “Agreement”), is made effective as of the 2nd day of May
2008 (hereinafter called the “Date of Grant”), between Aspen Insurance Holdings Limited, a Bermuda
corporation (hereinafter called the “Company”), and                      (hereinafter called the
“Participant”):



RECITALS:




     WHEREAS, the Company has adopted the Aspen Insurance Holdings Limited 2006 Stock Incentive
Plan for Non-Employee Directors, As Amended Effective March 21, 2007 (the “Plan”); and



     WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its shareholders to grant the restricted share units provided for herein to the Participant
pursuant to the Plan and the terms set forth herein.



     NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:




	1	 	Grant of Restricted Share Units. Pursuant to the provisions of the Plan, the
Committee hereby awards to the Participant, on the date hereof, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein set forth,
[               ] restricted share units (the “Restricted Share Units”).
	 
	2	 	Vesting.
	 
	2.1	 	Subject to the Participant’s continued Service, one-twelfth (1/12) of the Restricted Share
Units shall vest on each one month anniversary of the Date of Grant, with 100% of the
Restricted Share Units becoming vested on the first anniversary of the Date of Grant and shall
be settled as provided in Section 4.
	 
	2.2	 	If the Participant’s Service is terminated by the Company or an Affiliate for any reason,
other than for Cause, or by the Participant for any reason, all unvested Restricted Share
Units shall be forfeited on the date of such termination of service and all vested Restricted
Share Units shall be settled as provided in Section 4.
	 
	2.3	 	If the Participant’s Service is terminated by the Company or an Affiliate for Cause, all
Restricted Share Units, whether vested or unvested, shall be forfeited on the date of such
termination of service.
	 
	2.4	 	For purposes of this Agreement, “Cause” shall mean the (i) Participant’s engagement in misconduct
which is materially injurious to the Company or any of its Affiliates or (ii) Participant’s
continued failure to substantially perform his or her duties as a director to





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	 	 	the Company or any of its Affiliates. The determination of the existence of Cause shall be
made by the Committee in its sole discretion. 
	 
	3	 	Dividend Equivalents. If a cash dividend is declared on the Shares, the Participant
shall be credited with a dividend equivalent in an amount equal to the number of Restricted
Share Units held by the Participant as of the dividend record date, multiplied by the amount
of the cash dividend per Share. Dividend equivalents are subject to the same vesting schedule
as the Restricted Stock Units as provided in Section 2 hereof, shall be denominated in cash
and shall be paid in cash if and when the underlying Restricted Share Units are paid.
Dividend equivalents denominated in cash shall not accrue interest during the period of
restriction.
	 
	4	 	Payment.
	 
	4.1	 	The Company shall deliver to the Participant one Share for each Restricted Stock Unit which
vests as follows:
	 
	 	 	(i) With respect to Restricted Stock Units which vest in the calendar year in which the Date
of Grant occurs, as soon as practicable following the earlier to occur of (a) the final
vesting date in the calendar year in which the Date of Grant occurs and (b) the termination
of the Participant’s Service for any reason, other than for Cause; provided however, that
the Shares shall be delivered no later than March 15 following the last day of the calendar
year in which the Date of Grant occurs.

	 
	 	 	
(ii) With respect to Restricted Stock Units which vest in the calendar year following the
calendar year in which the Date of Grant occurs, as soon as practicable following the
earlier to occur of (a) the final vesting date in the calendar year following the calendar
year in which the Date of Grant occurs and (b) the termination of the Participant’s Service
for any reason, other than for Cause; provided however, that the Shares shall be delivered
no later than March 15 following the last day of the calendar year following the calendar
year in which the Date of Grant occurs.
	 
	4.2	 	The Company shall not be liable to the Participant for damages relating to any delays in
issuing the certificates to the Participant, any loss of the certificates, or any mistakes or
errors in the issuance of the certificates or in the certificates themselves.
	 
	5	 	No Right to Continued Service. The granting of the Restricted Share Units evidenced
hereby and this Agreement shall impose no obligation on the Company or any Affiliate to
continue the Service of the Participant and shall not lessen or affect the Company’s or its
Affiliate’s right to terminate the Service of such Participant.
	 
	6	 	Legend on Certificates. The certificates representing the Shares paid in settlement
of the Restricted Share Units shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon
which such Shares are listed, and any applicable laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such restrictions.
	 
	7	 	Transferability.










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	7.1	 	The Restricted Share Units may not be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by the Participant otherwise than by will or by the laws
of descent and distribution, and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company
or any Affiliate; provided that the designation of a beneficiary shall not constitute an
assignment, alienation, pledge, attachment, sale, transfer or encumbrance; provided, further,
that, upon written request by the Participant, the Committee may, subject to such rules as the
Committee may adopt, permit the Restricted Share Units to be transferred or assigned by the
Participant to (i) the Participant’s spouse, children or grandchildren (including adopted and
stepchildren and grandchildren) (collectively, the “Immediate Family”); (ii) a trust primarily
for the benefit of the Participant and/or members of his or her Immediate Family (a “Family
Trust”); (iii) a partnership or limited liability company or other entity whose only partners
or other equity owners are a Family Trust, the Participant and/or his or her Immediate Family
members; or (iv) such Participant’s employer in the event the Participant is a non-employee
director who is required to transfer any compensation received as non-employee director to his
or her employer (each transferee described in clauses (i), (ii), (iii) and (iv) above is
hereinafter referred to as a “Permitted Transferee”). The request by the Participant shall
describe the terms and conditions of the proposed transfer and the Committee shall notify the
Participant in writing if such a transfer will be permitted.
	 
	7.2	 	Following a permitted transfer described in Section 7.1 above, all terms of the Restricted
Share Units shall apply to the Permitted Transferee and any reference in the Plan and in the
Agreement to a Participant shall be deemed to refer to the Permitted Transferee, except that
(i) Permitted Transferees shall not be entitled to transfer the Restricted Share Units, other
than by will or the laws of descent and distribution, (ii) the Committee or the Company shall
not be required to provide any notice to a Permitted Transferee, whether or not such notice is
or would otherwise have been required to be given to the Participant under the Plan or
otherwise; provided that, if such notice is not provided to the Permitted Transferee, such
notices are delivered by the Company to the Participant, and (iii) the consequences of
termination of the Participant’s Service under the terms of the Plan and the Agreement shall
continue to be applied with respect to the Participant, following which the transferred
Restricted Share Units shall vest and become payable to the Permitted Transferee only to the
extent specified in the Plan and the Agreement. No permitted transfer of the Restricted Share
Units to heirs, legatees or the employer of the Participant shall be effective to bind the
Company unless the Committee shall have been furnished with written notice thereof and a copy
of such evidence as the Committee may deem necessary to establish the validity of the transfer
and the acceptance by the transferee or transferees of the terms and conditions hereof.
	 
	8	 	Withholding. If applicable to the Participant, the Participant may be required to
pay to the Company or any Affiliate and the Company shall have the right and is hereby
authorized to withhold, any applicable withholding taxes in respect of the Restricted Share
Units and to take such other action as may be necessary in the opinion of the Committee to
satisfy all obligations for the payment of such withholding taxes.
	 
	9	 	Securities Laws. Upon the acquisition of any Shares pursuant to the payment of any
Restricted Share Unit, the Participant will make or enter into such written










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	 	 	representations, warranties and agreements as the Committee may reasonably request in order
to comply with applicable securities laws or with this Agreement.
	 
	10	 	Notices. Any notice necessary under this Agreement shall be addressed to the Company
in care of its Secretary at the principal executive office of the Company and to the
Participant at the address appearing in the personnel records of the Company for the
Participant or to either party at such other address as either party hereto may hereafter
designate in writing to the other. Any such notice shall be deemed effective upon receipt
thereof by the addressee.
	 
	11	 	Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF BERMUDA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
	 
	12	 	Restricted Share Units Subject to the Plan. By entering into this Agreement the
Participant agrees and acknowledges that the Participant has received and read a copy of the
Plan. The Restricted Share Units are subject to the Plan (including without limitation the
arbitration provision), and the terms and provisions of the Plan, as it may be amended from
time to time, are hereby incorporated herein by reference. In the event of a conflict between
any term or provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail. All capitalized terms that are used
in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in
the Plan.
	 
	13	 	Regulatory Compliance and Listing. The issuance or delivery of any certificates
representing Shares issuable pursuant to this Agreement may be postponed by the Committee for
such period as may be required to comply with any applicable requirements under the federal or
state securities laws, any applicable listing requirements of any national securities exchange
or the NASDAQ system, and any applicable requirements under any other law, rule or regulation
applicable to the issuance or delivery of such Shares, and the Company shall not be obligated
to deliver any such Shares to the Participant if either delivery thereof would constitute a
violation of any provision of any law or of any regulation of any governmental authority, any
national securities exchange or the NASDAQ system, or the Participant shall not yet have
complied fully with the provisions of Section 8 hereof.
	 
	14	 	Section 409A of the Code. The provisions of this Agreement and any payments made
hereunder are intended to comply with, and should be interpreted consistently with, the
requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any
related regulations or other effective guidance promulgated thereunder by the U.S. Department
of the Treasury or the Internal Revenue Service.










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	15	 	Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.




IN WITNESS WHEREOF, the parties hereto have executed this Agreement.




	 	 	 	 	 
	 	ASPEN INSURANCE HOLDINGS LIMITED

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



AGREED AND ACKNOWLEDGED AS

OF THE DATE FIRST ABOVE WRITTEN:




	 	 	 	 	 
	 	 
	Participant	 	 	 
	 	 	 	 
	 




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